Yingde Gases : Form of Proxy for Use at Extraordinary General Meeting

Yingde Gases Group Company Limited

盈德氣體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02168)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name) (Block capitals, please) of (Address)

being the holder(s) of (see Note 1) shares of US$0.000001 each in the capital of Yingde Gases Group Company Limited (the "Company") hereby appoint (Name) of (Address) or failing him/her (Name) of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Zhuhai Yingde Gases Co., Ltd., Dianchang South Road, Gaolangang Economic Zone, Zhuhai City, PRC on Wednesday, 8 March 2017 at 11:00 a.m., and at any adjournment thereof. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions		For (see Note 3)	Against (see Note 3)
1.	THAT Mr. Zhao Xiangti be and is hereby removed as a director of the Company;
2.	THAT Mr. He Yuanping be and is hereby removed as a director of the Company;
3.	THAT Mr. Zhang Yunfeng be and is hereby removed as a director of the Company;
4.	THAT Mr. Suo Yaotang be and is hereby removed as a director of the Company;
5.	THAT Dr. Feng Ke be and is hereby removed as a director of the Company;
6.	THAT each other person, if any, who may have been appointed as a director of the Company by the board of directors of the Company since the date of the last annual general meeting of the Company be and is hereby removed as a director of the Company;
7.	THAT Mr. Mah Zhihe be and is hereby appointed as a director of the Company; and
8.	THAT (until otherwise determined by ordinary resolution) the maximum number of directors of the Company for the purpose of Article 83 of the articles of association of the Company be the number (not exceeding 5 (five)) of directors in office (including but not limited to that appointed by resolution at this meeting) immediately after any or all of the above resolutions have passed.

Dated this day of , 2017 Signature(s) (see Notes 4 and 5)

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words "the chairman of the meeting", and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "Against". Failure to tick a box will entitle your proxy to cast your vote at his/her discretion.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

   Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.

Reference is made to the Company's announcement dated 19 January 2017 in respect of the requisition notice from Rongton Investments Limited, which is controlled by Mr. Zhao Xiangti, the chairman and executive director, requiring an extraordinary general meeting to be convened for Shareholders to consider, if thought fit, to pass the following ordinary resolutions: 1. Mr. Sun be and is hereby removed as a director of the Company. 2. Mr. Strutt be and is hereby removed as a director of the Company ("Zhao Requisitions"). The extraordinary general meeting for Zhao Requisitions is expected to be held on the same date of the EGM and a circular on Zhao Requisitions will be despatched in due course by the Company. As the requisitions ("Sun & Strutt Requisition") set out in this circular and this proxy and Zhao Requisitions are highly related to each other, shareholders of the Company are reminded to read this circular together with the circular on Zhao Requisitions to the extent possible before voting on the relevant resolutions at the extraordinary general meeting.